Since May 2025, Costa Rica has taken a significant turn in its corporate legislation with the entry into force of Law No. 10.729. This reform amends the Commercial Code and eliminates the possibility for new corporations (S.A.) and limited liability companies (S.R.L.) to register a corporate name or denomination at the time of incorporation.
In other words, from now on, business entities will no longer have a “legal name” visible in the National Registry. Instead, they will be identified exclusively by their corporate ID number followed by the type of company, such as “3-101-000123 S.A.” or “3-102-456789 S.R.L.”
This change seeks to modernize the system, streamline registration processes, and prevent conflicts over duplicate or similar names. However, it also brings new legal and commercial challenges, particularly regarding a company’s public identity and the protection of its distinctive signs.
What does this mean for businesses?
The removal of the legal name does not mean companies lose their commercial identity, but it does require rethinking how that identity is protected and communicated in the market. From now on, the difference between a visible and an invisible company—or between a protected and a vulnerable brand—will depend entirely on how it manages its intellectual property.
Without a registered corporate name, the only way to have a visible, exclusive, and protected name will be through registering a trade name and, even more importantly, registering a trademark.
Intellectual Property as a Legal and Commercial Shield
Intellectual Property (IP) is the set of rights that protect intangible creations associated with an economic activity: trademarks, trade names, logos, slogans, designs, and more. In this new legal context, these assets are not only desirable—they are essential.
Registering a trade name with the Industrial Property Registry allows you to use that name exclusively within the country for commercial purposes. This prevents other businesses from presenting themselves to the public with a similar name and reduces the risk of unfair competition.
Registering a trademark, on the other hand, grants an even stronger right: the exclusive use of the sign in connection with specific products or services. Unlike a trade name, a trademark allows you to take action against third parties even if there is no name confusion, as long as there is improper use of registered elements.
Furthermore, a trademark can be registered before it is used and kept for up to six years without the need for immediate commercial exploitation, making it a strategic tool for protecting future plans, franchises, or expansions.
What are the risks of not protecting your brand?
A company operating without a registered trade name or trademark is exposed to multiple risks:
- Loss of exclusivity: someone else could register your name and claim rights over it.
- Legal insecurity: without registered IP, your commercial efforts are not legally backed.
- Expansion obstacles: you won’t be able to franchise, license, or effectively protect your brand image.
- Costly litigation: in case of a dispute, you will lack clear legal tools to defend your commercial identity.
The reform eliminating the legal corporate name forces companies to shift from the traditional “registered legal name” model to a more modern and strategic approach: building and protecting their identity through intellectual property.
Now more than ever, registering your trade name and trademark is not optional—it is a legal and business necessity.
At Magma Legal, we provide comprehensive advice on company formation, brand development, and protection of intangible assets. We are ready to help you navigate this new stage of business law in Costa Rica with clarity, security, and vision.
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